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HomeMy WebLinkAboutExhibit B - Development AgreementThis instrument Prepared by and after Recording Return To: T. Spencer Crowley III, Esq. Akerman LLP 98 SE 7th Street, Suite 1100 Miami, FL 33131 THIRD AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND BRICKELL CITY CENTRE PROJECT LLC AND 700 BRICKELL CITY CENTRE LLC, REGARDING DEVELOPMENT OF THE BRICKELL CITY CENTRE PROJECT THIS AGREEMENT is entered this day of , 2022, and effective as of the Twenty Second (22"d) daof September, 2022, by and between BRICKELL CITY CENTRE PROJECT, LLC, a Florida limited liability company and 700 BRICKELL CITY CENTRE, LLC, a Florida limited liability company (together known as "Swire"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City") (Swire and the City together referred to as the "Parties"). WITNESSETH: WHEREAS, Swire held fee simple title to approximately nine (9) acres of property in the Brickell area of downtown Miami ("Original Property"); and WHEREAS, the Original Property was more specifically located south of the Miami River, west of Brickell Avenue, north of SW 8th Street, and east of NW 1st Avenue; and WHEREAS, the Original Property spanned four (4) city blocks and was located between two (2) mass transit lines; and WHEREAS, the Original Property was underutilized in that it predominantly consisted of vacant, undeveloped lots secured by chain link fencing; and WHEREAS, the status of the Original Property was inconsistent with the City's vision to develop a world class downtown, and the City wished to encourage redevelopment of the Original Property; and WHEREAS, Swire wished to redevelop the Original Property as a higher density, mixed -use, pedestrian oriented, urban development known as Brickell City Centre which would provide much needed retail for the Brickell and Downtown area of Miami ("Project"); and Page 1 of 32 66932072;1 WHEREAS, in order to maximize efficiency and design of the Project, Swire desired to constrict two (2) levels of underground parking; and WHEREAS, a process exists within the City's zoning code ("Miami 21") which allows parcels of more than nine (9) abutting acres to be master planned to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design; and WHEREAS, the result of this master planning process is known as a "Special Area Plan" or "SAP"; and WHEREAS, on July 28, 2011, the City approved an SAP for the Project; and WHEREAS, Miami 21 requires development within an SAP to be governed by a Development Agreement between the property owner and the City; and WHEREAS, on October 24, 2011, Swire recorded a Development Agreement for the Project; and WHEREAS, on March 28, 2013, the City approved an amendment to the SAP for the Project to include a city block known as "N2" and also approved an Amended and Restated Development Agreement; and WHEREAS, on April 7, 2014, Swire recorded the Amended and Restated Development Agreement for the Project; and WHEREAS, Swire acquired additional property located between SE 7th Street and SE 8th Street, lying west of Brickell Avenue, consisting of approximately 67,449 sq. ft. (1.55 acres); and WHEREAS, the area known as "BCC Plaza" combined with the additional property is known as "One BCC;" and WHEREAS, the One BCC block has been rezoned from a mixture of T6-48B-O and T6- 48A-0 to the Brickell City Centre SAP with an underlying Transect Zone of T6-48B-0; and WHEREAS, on March 27, 2014, the City approved a second amendment to the SAP for the Project to include the city block known as One BCC and also approved a Second Amended and Restated Development Agreement; and WHEREAS, on September 18, 2014, Swire recorded the Second Amended and Restated Development Agreement for the Project; and WHEREAS, Swire remains as the underlying landowner of all of the properties described in the original Development Agreement dated October 24, 2011, the Amended and Restated Development Agreement dated April 4, 2014, and the Second Amended and Restated Page 2 of 32 66932072;1 Development Agreement dated July 23, 2014 (hereinafter collectively the "Amended Property," a legal description of which is attached as Exhibit "A"); and WHEREAS, the Amended Property is designated Restricted Commercial, with an Urban Central Business District Overlay, in the Miami Comprehensive Neighborhood Plan ("Comprehensive Plan"); and WHEREAS, the City and Swire wish for development of the Project to proceed in a manner which is consistent with the Comprehensive Plan; and WHEREAS, the Project is located in the Downtown Development of Regional Impact ("DDRI"); and WHEREAS, as of the Effective Date, the DDRI has sufficient development capacity to accommodate the Project and Swire has reserved such capacity through appropriate means with the City; and WHEREAS, the lack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; and WHEREAS, assurance to a developer that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement planning and financing, assists in assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; and WHEREAS, unprecedented global changes to market conditions have occurred following the COVID-19 pandemic, causing an inflow of new residents and businesses to Miami, primarily from urban areas in the Northeast U.S. and California, and the resulting increase in investment activity has generated office space interest particularly from significant, global financial service and technology companies that do not traditionally have a presence in south Florida; and WHEREAS, in order to attract and accommodate this interest, which is consistent with the overall intent of the Project, the City and Swire now wish to amend the Second Amended and Restated Development Agreement for Brickell City Centre along with the Brickell City Centre SAP to provide for a potential "Signature Office" configuration at the One BCC block, which allows for larger tower floorplates in a One BCC Signature Office design to create opportunities for the types of workspaces that these job -producing office tenants demand; and WHEREAS, this Third Amended and Restated Development Agreement ("Agreement") supersedes the Development Agreement which was recorded on October 24, 2011, supersedes the Amended and Restated Development Agreement which was recorded on April 7, 2014, and Page 3 of 32 66932072;1 supersedes the Second Amended and Restated Development Agreement which was recorded on September 18, 2014, and satisfies the requirement set forth in Miami 21; and WHEREAS, the City and Swire wish for development of the Project to proceed substantially in accordance with the amended SAP Regulating Plan and those Design Guidelines adopted on July 28, 2011, March 28, 2013, March 27, 2014; and for the One BCC Signature Office to proceed substantially in accordance with the amended SAP Regulating Plan and modified Design Guidelines adopted on September 22, 2022, which are kept on file with the City (collectively, the "Regulating Plan and Design Guidelines"); and WHEREAS, the City Commission, pursuant to Ordinance No. 14107 adopted on September 22, 2022, has authorized the City Manager to execute this Agreement upon the terms and conditions as set forth below; and WHEREAS, the Boards of Directors have authorized Swire to execute this Agreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the Parties mutually agree and bind themselves as set forth herein: Section 1. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both Parties and thus adequate consideration for this Agreement. Section 2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise expressly provided: (a) A defined term has the meaning assigned to it; (b) Words in the singular include the plural, and words in the plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; (d) The terms "hereunder", "herein", "hereof', "hereto", and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; (e) The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or Swire, as all Parties are drafters of this Agreement; and (f) The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided, however, that this Agreement shall be deemed to control in the event of a conflict between the exhibits and this Agreement. Section 3. Definitions. Capitalized terms which are not specifically defined herein shall Page 4 of 32 66932072;1 have the meaning given in Miami 21. "Agreement" means this Third Amended and Restated Development Agreement Between the City of Miami, Florida and Brickell City Centre Project, LLC and 700 Brickell City Centre, LLC, Regarding Development of the Brickell City Centre Proj ect. "City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, agencies, and instrumentalities subject to the jurisdiction thereof. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2021), meeting the requirements of Section 163.3177, Florida Statutes (2021), Section 163.3178, Florida Statutes (2021), and Section 163.3221(2), Florida Statutes (2021), which is in effect as of the Effective Date. "County" means Miami -Dade County, apolitical subdivision of the State of Florida. "Development" means the carrying out of any building activity, the making of any material change in the use or appearance of any structure or land, or the dividing of land into three (3) or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (2021). "Effective Date" means September 22, 2022, the date the City Commission authorized the City Manager to execute this Agreement. "Existing Zoning" means the zoning designation and regulations of the Miami 21 Code, City Charter, and City Code in effect as of October 24, 2011 which comprise the effective land development regulations governing development of the Property as of the date of recordation of the original Development Agreement. "Land" means the earth, water, and air above, below, or on the surface and includes any improvements or structures customarily regarded as land. "Laws" mean all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local, state, or federal government affecting the development of land. "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking, and health systems and facilities. Section 4. Purpose. The purpose of this Agreement is for the City to authorize Swire to develop the Project pursuant to the Brickell City Centre SAP. This Agreement will establish, as of the Effective Date of this Agreement, the land development regulations Page 5 of 32 66932072;1 including the Existing Zoning, the Regulating Plan, and Design Guidelines, which together will govern Development of the Project, thereby providing the Parties with additional certainty during the Development process. This Agreement also satisfies Section 3.9.11, Miami 21. Section 5. Intent. Swire and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Brickell City Centre SAP, this Agreement, the Comprehensive Plan and the Florida Local Government Development Agreement Act, Section 163.3220 - 163.3243, Florida Statutes (2021). Section 6. Applicability. This Agreement only applies to the Project on the Amended Property. It does not apply to those portions of the Brickell City Centre SAP that are not part of the Amended Property. Section 7. Term of Agreement, Effective Date, and Binding Effect. This Agreement shall have a term of thirty (30) years from the Effective Date and shall be recorded in the public records of Miami -Dade County and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to a public hearing, pursuant to Section 163.3225, Florida Statutes (2021). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the Parties, their successors, assigns, heirs, legal representatives, and personal representatives. Section 8. Permitted Development, Uses, and Building Intensities. (a) Brickell City Centre SAP Designation. The City has designated the Amended Property as part of the Brickell City Centre SAP on the official zoning Atlas of the City, pursuant to the applicable procedures in Miami 21. The amended SAP Regulating Plan and the modified Design Guidelines for the One BCC Signature Office are attached as Exhibit "B". In approving the Brickell City Centre SAP, the City has determined that the uses, intensities, and densities of Development permitted thereunder are consistent with the Comprehensive Plan and the Existing Zoning. (b) Density, Intensity, Uses, and Building Heights. (i) As of the Effective Date and pursuant to the Brickell City Centre SAP, the density proposed for the Amended Property shall not exceed 124 units per acre, and the intensity proposed for the Amended Property is measured by an above -ground Floor Lot Ratio which shall not exceed 18.0 (specifically excluding underground parking and circulation). (ii) The non-residential Development permitted on the Amended Property includes, but is not limited to, the following uses: office, hotel, retail, entertainment, medical office, academic space, and any other uses permitted by the Existing Zoning. Page 6 of 32 66932072;1 (iii) As of the Effective Date and pursuant to the Brickell City Centre SAP, the maximum heights above mean sea level are: • 1,049 feet for the One BCC block; • 683 feet for all other blocks; • 160 feet for the One BCC and N2 Pedestals; • 129 feet for all other Pedestals. (iv) Nothing herein shall prohibit Swire from requesting an increase in the density or intensity of Development permitted on the Amended Property, as long as such increase in density or intensity is consistent with the Comprehensive Plan, Existing Zoning, the SAP, and this Agreement as it exists on the Effective Date. (v) The One BCC building is eligible for the bonus height and Floor Lot Ratio benefits due to the public benefits that the One BCC building encompasses. (vi) Public benefits resulting in additional benefits are those in addition to the requirements delineated in the Regulating Plan, Design Guidelines, and Section 3.9 of Miami 21. The Brickell City Centre SAP public benefits for the Amended Property, as defined in the Regulating Plan, are: • 6th Street/Miami Avenue Roundabout (completed December 2017) • Eastward expansion of Metromover Station and direct connection to Brickell Avenue, to be provided prior to issuance of the final CO for SAP development on One BCC block • Above -grade pedestrian connection over Metromover Station, to be provided prior to issuance of the final CO for SAP development on One BCC block • Enhancement to Plazas on Brickell Avenue and Climate Ribbon, to be provided prior to issuance of the final CO for SAP development on One BCC block The total costs of the public benefits for the Project are above and beyond the monetary payment which would be required under the Public Benefits Trust Fund regulations of Miami 21 and Chapter 62 of the City Code. (c) Fire Station Agreement. On October 10, 2016, the Parties entered into a separate Public Benefits Agreement for a permanent fire station on the N2 block of the Project, as recorded at Official Records Book 30298, Page 770 of the Public Records of Miami -Dade County, Florida ("Public Benefits Agreement for Fire Station"). On August 13, 2020, the Parties entered into a Temporary Fire Station Lease Agreement for a Temporary Station on the N2 block of the Project ("Temporary Fire Station Lease Agreement"). The obligations set forth in the Page 7 of 32 66932072;1 Public Benefits Agreement for Fire Station and the Temporary Fire Station Lease Agreement are hereby incorporated by reference into this Agreement as if set forth in full herein. At the request of the City, and notwithstanding anything to the contrary which may be contained in the Public Benefits Agreement for Fire Station, the Temporary Fire Station Lease Agreement shall be amended (i) to provide for Continuity of Service between the Temporary Station and the Permanent Station; (ii) to cooperate with respect to identifying a suitable alternative location for the Permanent Station in advance of development of N2, as further described below; (iii) to indicate that, in the event of casualty or loss, the Landlord cannot terminate, but that the Parties will cooperate to re-establish service as soon as possible and (iv) to indicate that ownership of the improvements will be transferred to the City upon the Commencement Date. Swire further agrees to cooperate with the City and the Fire Department, such that upon execution of this Agreement, Swire shall, within four months, (i) proceed with obtaining all permits and (ii) complete construction of the Temporary Station, subject to delays caused by governmental authorities. The term "Continuity of Service" means that, at the time construction commences on the N2 block of the Project, Swire shall provide another Temporary Station at an alternate location for the City to conduct its fire -rescue and emergency management services in a substantially similar manner to the operations at the Temporary Station on the N2 block of the Project, with no service interruptions, and with the location selected by Swire and consented to by the City, such consent not to be unreasonably withheld, provided that such location is within a "Station Location Boundary" that consists of an area: bounded on the north by the Miami River; bounded on the south by loth Street; bounded on the East by Brickell Avenue; and bounded on the west by 0 Avenue north of 7th Street, South Miami Avenue between 7th and 8th Streets, and 1 st Avenue south of 8th Street, and the property Abutting those roadways with the exception of the east side of Brickell Avenue. The Station Location Boundary is further depicted in the attached Exhibit ITC.11 Furthermore, in an effort to expedite construction of the Permanent Station, and in advance of the development of N2, Swire and the City agree to cooperate in good faith in evaluating and locating a mutually acceptable alternative location for the Permanent Station within the Station Location Boundary, with all other terms of the Fire Station Agreement remaining substantially the same as may be appropriate for the new location. (d) Environmental. The City finds that the Project will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and Swire agree that Swire will comply with the intent and requirements of Chapter 17 of the City Code. Any tree replacement shall be within one (1) mile Page 8 of 32 66932072;1 radius of the Project, with an emphasis along 71h Street, 81h Street, and South Miami Avenue. The City agrees to facilitate the permitting and planting of replacement trees on all publicly owned properties in this area. (e) Archaeological. Because of the Project's location in a high probability archaeological zone, Swire is required to obtain a certificate to dig prior to any ground disturbing activities. However, in no case shall the City require archaeological monitoring during excavation of the limestone bedrock. Section 9. Connectivity and Activity within Public Right-of-Wa. (a) Connectivity. A critical element to the success of the Project is above grade and below grade connectivity between blocks and through public rights -of -way. This connectivity should be encouraged both within the Project and between the Project and abutting property. This connectivity will result in ease of access, minimized pedestrian and vehicular conflicts, and reduction of the Project's traffic impacts by permitting internalized traffic circulation. In order to activate the above grade connections, Swire proposes to locate commercial activity in this area. Swire recognizes that such connectivity and commercial usage may require approval of other governmental agencies such as Miami -Dade County and the Florida Department of Transportation. The City finds and determines that establishing such connectivity and commercial usage serves a public purpose, and the City agrees to support Swire's efforts to obtain any authorization to establish such connectivity and commercial usage. The City finds that the authorization of such uses within the public rights -of - way will have no adverse effects on the provision of natural light or circulation of air, or increase the adverse effects resulting from fire, floods, tornadoes, and hurricanes. It is further found that the presence of such uses within the public rights -of -way shall in no way diminish access for firefighting apparatus or rescue and salvage operations; diminish traffic, transportation, and circulation; or adversely impact the advancement of the safety, health, amenity, and general welfare within the City. Given the public benefits conferred upon the City by the above -grade and below - grade connectivity between blocks and across the public rights -of -way, the provisions of Sec. 54-186 of the City Code, as amended, shall not apply within the Brickell City Centre SAP. (b) Construction of encroachments within the Public Right-of-Wa. The City finds that the proposed encroachments do not unduly restrict the use of the public rights -of -way and is a necessary and essential element in the construction of the pedestrian walkways above the public rights -of -way and vehicular underpasses Page 9 of 32 66932072;1 below the same rights -of -way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Sec. 55-14(b) of the City Code, as amended. Further, this Agreement shall satisfy the requirements of Sec. 55-14(d) of the City Code, as amended. In consideration for authorizing the construction of the aforementioned encroachments, Swire further covenants to: (i) Maintain the above -grade pedestrian walkways and below -grade vehicular underpasses in accordance with the Florida Building Code, the City Charter, the City Code, and any other applicable federal, state, and local statutes, laws, rules, orders, and regulations. (ii) Provide an insurance policy, in an amount determined by the City's Risk Management Department, naming the City as an additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist in the public right-of-way. Should Swire fail to continue to provide the insurance coverage, the City shall have the right to secure a similar insurance policy in its name and place a special assessment lien against all properties subject to this Agreement for the total cost of the premium. Insurance requirements for the Project are provided in Exhibit "D", attached hereto. (iii) Swire shall hold harmless and indemnify the City, its officials, and its employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance, or removal of the pedestrian walkways and vehicular underpasses and from and against any claims which may arise out of the granting of permission for the encroachment or any activity performed under the terms of this Agreement. (c) Activity within the Public Right -of -Way. Notwithstanding the limitations set forth in Sec. 54-186 of the City Code, as amended, the City shall permit Food Service Establishment(s) and General Commercial uses, as defined in Miami 21, in the above -grade pedestrian walkways located within the public right-of-way, following approval by SAP Permit. (d) Extension of SE lst Avenue/Brickell Plaza. Due to the public benefits of the Project as enumerated in Section 8(b)(vi) of this Agreement, the extension of SE lst Avenue/Brickell Plaza through the One BCC site, as originally contemplated by Resolutions 83-1054 and 90-942, is no longer necessary as evidenced by approval of the first Agreement on July 28, 2011, the first Amended Agreement on March 28, 2013, and the Second Amended Agreement. (e) Easement, Insurance, and Indemnification. Swire has previously executed a construction easement (see ORB 29039, Page 2266) with the City and included Page 10 of 32 66932072;1 insurance and indemnification language in said construction easement. The language is incorporated into this Agreement by reference. Section 10. Project Approval. (a) Future Development Review. Future Development within the Brickell City Centre SAP shall proceed pursuant to the process established in the Regulating Plan and Design Guidelines and shall be consistent with the Comprehensive Plan, this Agreement, and the Brickell City Centre SAP. (b) Prohibition on Downzoning. (i) The Comprehensive Plan, this Agreement, and the Brickell City Centre SAP shall govern Development of the Amended Property for the duration of the Agreement. The City's laws and policies adopted after the Effective Date may be applied to the Amended Property only if the determinations required by Section 163.3233(2), Florida Statutes (2021) have been made after thirty (30) days written notice to Swire and after a public hearing. (i) Pursuant to Section 163.3233(3), Florida Statutes (2021), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to Swire under Florida or Federal law. As a result, Swire may challenge any subsequently adopted changes to land development regulations based on (A) common law principles including, but not limited to, equitable estoppel and vested rights, or (B) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2021). (c) Development of Regional Impact. (i) The City and Swire agree that as of the Effective Date, sufficient capacity remains under the DDRI to accommodate the Project and that Swire has reserved the capacity necessary to develop the Project. (ii) The City agrees that any DRI Development order which the City adopts after the Effective Date and which applies to the Amended Property will (A) be consistent with this Agreement and the Brickell City Centre SAP and (B) include a Use/Intensity conversion table to allow for a reasonable level of flexibility with respect to the mix and intensity of uses in order to respond to changing market conditions. Section 11. Retail Specialty Center Designation and Entertainment Specialty District Designation. Pursuant to Chapter 4 of the City Code, each block of the five -block Project is designated as a retail specialty center and each block is designated as an entertainment specialty district. Page 11 of 32 66932072;1 Any establishments located within the Project shall be entitled to the benefits afforded to establishments in a retail specialty center and entertainment specialty district, as codified by Chapter 4 of the City Code. Notwithstanding the requirements of Sec. 4-3.2 of the City Code, PZAB and City Commission approval shall not be required for alcohol establishments as principal uses proposed to be located within the Project. Each alcohol establishment within the Project shall not count towards the maximum number of establishments in the Brickell Riverside Entertainment District. Each alcohol establishment within the Brickell Riverside Entertainment District shall not count towards the maximum number of establishments within the Project. The maximum number of establishments selling alcoholic beverages permitted within the Project's retail specialty centers and entertainment specialty districts shall not exceed five (5) per block, exclusive of any bona fide, licensed restaurants where the sale of alcoholic beverages is entirely incidental to and in conjunction with the principal sale of food (e.g. bona fide, licensed restaurants with a 2-COP, 2-COP SRX, 4-COP, 4-COP SRX or equivalent license). However, the maximum number of establishments classified as nightclubs (as defined by Chapter 4, Article I of the City Code) shall not exceed two (2) per block, unless otherwise approved by an SAP Permit. The total number of alcohol establishments (exclusive of any bona fide, licensed restaurants where the sale of alcoholic beverages is entirely incidental to and in conjunction with the principal sale of food) shall not exceed twenty-five (25) for the entire Project. The number of approved establishments may be increased by amendment to this Agreement after two (2) public hearings before the City Commission. Section 12. Job Creation. Swire shall consult with local and state economic 44development entities regarding job training and job placement services to City residents seeking employment opportunities with potential employers which will locate or establish businesses within the Proj ect. Section 13. Local Development Permits. (a) The Development of the Amended Property in accordance with the Existing Zoning is contemplated by Swire. The Project may require additional permits or approvals from the City, County, State, or Federal government and any divisions thereof. Subject to required legal process and approvals, the City shall make a good faith effort to take all reasonable steps to cooperate with and facilitate all such approvals, including acting as an applicant or co - applicant when applicable. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits: (i) Subdivision plat or waiver of plat approvals; (ii) Covenant in Lieu of Unity of Title, Unity of Title, or Restrictive Covenant acceptance or the release of existing unities or covenants; Page 12 of 32 66932072;1 (iii) Building permits; (iv) Certificates of use; (v) Certificates of occupancy; (vi) Stormwater Permits; (vii) DDRI approval, modification, or exemption; and (vii) Any other official action of the City, County, or any other government agency having the effect of permitting Development of the Project. (b) In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project on one (1) of the Properties shall be vested solely in the City Manager's designee(s), with the recommendation of the Planning Director and other departments, as applicable. Any such site plan shall be approved if it meets the requirements and criteria of the Existing Zoning, the Comprehensive Plan, and the terms of this Agreement. Section 14. Consistency with Comprehensive Plan. The City finds that Development of the Amended Property in conformity with the Existing Zoning is consistent with the Comprehensive Plan. As of the Effective Date, Swire is conducting an extensive analysis of the Public Facilities available to serve the Project. In the event that the Existing Zoning or the Comprehensive Plan requires Swire to provide additional Public Facilities to accommodate the Project, Swire will provide such Public Facilities consistent with the timing requirements of Section 163.3180, Florida Statutes (2021). Swire shall be bound by the City impact fees and assessments in existence as of the Effective Date of this Agreement. Section 15. Necessity of Complying with Local Regulations Relative to Development Permits. Swire and the City agree that the failure of this Agreement to address a particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall not relieve Swire of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. Section 16. Reservation of Development Rights. (a) For the term of this Agreement, the City hereby agrees that it shall permit the Development of the Amended Property in accordance with the Existing Zoning, the Comprehensive Plan, and this Agreement. (b) Nothing herein shall prohibit an increase in the density or intensity of Development permitted on the Amended Property in a manner consistent Page 13 of 32 66932072;1 with (i) the Existing Zoning or the Comprehensive Plan, (ii) any zoning change subsequently requested or initiated by Swire in accordance with applicable provisions of law, or (iii) any zoning change subsequently enacted by the City. (c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by Swire or its successors or assigns to continue Development of the Amended Property in conformity with Existing Zoning and all prior and subsequent Development permits or Development orders granted by the City concerning this Project. Section 17. Brickell Trolley. Swire acknowledges that the City is currently planning to develop a trolley system which may traverse or abut the Project. Swire agrees to cooperate with the City so that any portion of the trolley route which runs through or adjacent to the Project can be accommodated within the dedicated public rights -of -way. The City agrees to evaluate whether at least one (1) northbound and one (1) southbound trolley stop can be incorporated into the Project. Section 18. Annual Review. (a) Swire shall provide the City on an annual basis a status of the Project in order for the City to conduct an annual review of the Development. This requirement shall commence twelve (12) months after the Effective Date. (b) During its annual review, the City may ask for additional information not provided by Swire. Any additional information required of Swire during an annual review shall be limited to that necessary to determine the extent to which Swire is proceeding in good faith to comply with the terms of this Agreement. (c) If the City finds on the basis of competent substantial evidence that Swire has not proceeded in good faith to comply with the terms of the Agreement, the City may terminate or amend this Agreement after providing 30 days written notice to Swire and after a public hearing before the City Commission. Section 19. Notices. (a) All notices, demands, and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the Parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely Page 14 of 32 66932072;1 To the City: With a copy to To Swire: when taken on the succeeding day thereafter which shall not be a Saturday, Sunday, or legal holiday. City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 City Attorney Miami Riverside Center 444 S.W. 2nd Avenue 9th Floor Miami, FL 33130 Kieran Bowers 98 SE 71h Street, Suite 500 Miami, FL 33131 With a copy to: Akerman LLP Attn: Spencer Crowley 98 SE 71h Street, Suite 1100 Miami, FL 33131 (b) Any party to this Agreement may change its notification address(es) by providing written notification to the remaining Parties pursuant to the terms and conditions of this section. Section 22. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the Parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity, or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall lie exclusively in a court of competent jurisdiction in Miami -Dade County. In addition to any other legal rights, the City and Swire shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights to a jury trial. Page 15 of 32 66932072;1 Section 23. Voluntary Compliance. Swire and the City agree that in the event all or any part of this Agreement is struck down by judicial proceeding or preempted by legislative action, Swire and the City shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. Section 24. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, including but not limited to the original Development Agreement recorded October 24, 2011, the Amended and Restated Development Agreement recorded April 7, 2014, and the Second Amended and Restated Development Agreement recorded September 18, 2014, and no change, modification, or discharge hereof in whole or in part shall be effective unless such change, modification, or discharge is in writing and signed by the party against whom enforcement of the change, modification, or discharge is sought and recorded in the public records of the County. This Agreement cannot be changed or terminated orally. Section 25. Compliance with Applicable Law. Subject to the terms and conditions of this Agreement, throughout the Term of this Agreement, Swire and the City shall comply with all applicable federal, state, and local laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, policies and procedures, and orders that govern or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time. Section 26. Representations, Representatives. Each party represents to the other that this Agreement has been duly authorized, delivered, and executed by such party and constitutes the legal, valid, and binding obligation of such party, enforceable in accordance with its terms. Section 27. No Exclusive Remedies. No remedy or election given by any provision in this Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other party shall be cumulative and in addition to all other remedies at law or equity arising from such event of default, except where otherwise expressly provided. Section 28. Failure to Exercise Rights not a Waiver, Waiver Provisions. The failure by either party to promptly exercise any right arising hereunder shall not constitute a waiver of such right unless otherwise expressly provided herein. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. Section 29. Events of Default. (a) Swire shall be in default under this Agreement if Swire fails to perform or breaches any term, covenant, or condition of this Agreement which is not cured within thirty (30) days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within Page 16 of 32 66932072;1 thirty (30) days, then Swire shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. (b) The City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within thirty (30) days after receipt of written notice from a Swire specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, the City shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. (c) It shall not be a default under this Agreement if either party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The Parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party. This section does not absolve Swire of any of its obligations pursuant to the City Code should it declare bankruptcy, including but not limited to ensuring that all construction sites, buildings, structures, and excavation sites are safe. (d) The default of a successor or assignee of any portion of Swire's rights hereunder shall not be deemed a breach by Swire. Section 30. Remedies Upon Default. (a) Neither party may terminate this Agreement upon the default of the other party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, Swire and the City agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. Each party shall bear its own attorney's fees in any such action. Section 31. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, hereafter be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. Section 32. Assignment and Transfer. This Agreement shall be binding on Swire and its heirs, successors, and assigns, including the successor to or assignee of any Amended Property Interest. Swire, at its sole discretion, may assign, in whole or in part, this Agreement or any of its rights and obligations hereunder, or may extend the benefits of this Agreement, to any holder of an Amended Property Interest without the prior written consent or any other approval of the City. Any such assignee shall assume all applicable rights and obligations under this Agreement. Any reference to Swire in this Agreement also applies to any heir, successor, or assignee of Swire. Page 17 of 32 66932072;1 Section 33. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one (1) year term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement; and (iii) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. Section 34. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and Swire and neither Swire nor its employees, agents, contractors, subsidiaries, divisions, affiliates, or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors, agents, or employees of Swire or its subsidiaries, divisions, or affiliates. Section 35. Cooperation, Expedited Permitting, and Time is of the Essence. (a) The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist Swire in achieving its Development and construction milestones. The City will accommodate requests from Swire's general contractor and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City Manager will designate an individual who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with Swire in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for such permits and licenses. (b) Notwithstanding the foregoing, the City shall not be obligated to issue any permit to the extent Swire does not comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement, applicable building codes, and any other statute, ordinance, rule, or regulation. Section 36. Enforcement. (a) In the event that Swire, its successors, or assigns fails to act in accordance with the terms of the Existing Zoning or this Agreement, the City shall seek enforcement of said violation upon the subject Amended Property. (b) Enforcement of this Agreement shall be by action against any Parties or person violating, or attempting to violate, any covenants set forth in this Agreement. The Page 18 of 32 66932072;1 prevailing party in any action or suit pertaining to or arising out of this Agreement shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the court may adjudge to be reasonable for the services of his/her/its attorney. (c) This enforcement provision shall be in addition to any other remedies available at law, in equity, or both. Section 37. Amendment or Termination by Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual written agreement of Swire and the City. Prior to any amendment or termination of this Agreement during its term, the City shall hold two (2) public hearings before the City Commission to consider and deliberate such amendment or termination. Any amendment or termination shall be recorded in the public records of the County at Swire's sole cost. Section 38. Third Party Defense. The City and Swire shall each, at their own cost and expense, vigorously defend any claims, suits, or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2021), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The City and Swire shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. Section 39. No Conflict of Interest. Swire agrees to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. Section 40. No Third -Party Beneficiar. No persons or entities other than Swire and the City, their heirs, permitted successors, and assigns, shall have any rights whatsoever under this Agreement. Section 41. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Section 42. Abutting Property Owners. The City and Swire have a mutual interest in ensuring that construction of the Project proceeds in a manner which is respectful of and sensitive to owners of property abutting the Project ("Abutting Owners"). In recognition of this concern, during construction of the Project, Swire agrees to ensure that Abutting Owners are compensated for any actual damages which directly result from accidental loss of utility service caused by Swire, its contractors, or subcontractors. Section 43. Status. Upon request from time to time by Swire, or its successor, assigns, or any mortgagee of Swire, its successor, or assign, the City shall deliver to such requesting party a letter (in recordable form, if requested) stating whether the obligations of Swire or its successor or assign under this Agreement are current and in good standing or have been satisfied. In the event Swire or its successor or assign is not current in its obligations or such obligations are not satisfied, said Page 19 of 32 66932072;1 letter shall state the particular manner in which such person's obligations under this Agreement are not current and in good standing or have not yet been satisfied. Section 44. Estoppel. Within ninety (90) days of receipt of written request from a Developer party, the City Manager or his designee, on behalf of the City, shall execute an estoppel certificate or similar document, in form and substance reasonably acceptable to the City Attorney, affirming Swire's compliance with the conditions set forth in the Agreement. Should the City fail to execute the requested estoppel certificate within the aforementioned time period, the City's non -response shall be presumed to indicate Swire's compliance with the terms of the Agreement. NOW, WHEREOF, the City and Swire have caused this Agreement to be duly executed. [Signature blocks for City and Swire on next pagesl Page 20 of 32 66932072;1 Signed, witnessed, executed and acknowledged this day of , 2022. ATTEST: THE CITY OF MIAMI, a Florida municipal corporation Todd Hannon, City Clerk By: Arthur Noriega V, City Manager APPROVAL FROM THE PLANNING DEPARTMENT AS TO CONTENT: Lakisha Hull, Planning Director APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney Page 21 of 32 66932072;1 Signed, witnessed, executed and acknowledged this day of , 2022. Witnessed by: Printed: Printed: STATE OF ) ss: COUNTY OF ) BRICKELL CITY CENTRE PROJECT, LLC, a Florida limited liability company as Trustee under Land Trust No. BCC-2012 Name: Title: Trustee executes this instrument solely as Trustee under Land Trust No. BCC-2012 and not individually and no personal recovery or judgment shall ever be sought or obtained against Trustee by reason hereof. The foregoing instrument was acknowledged before me by [ ] physical presence or [ ] online notarization this day of , 2022 by the of BRICKELL CITY CENTRE PROJECT, LLC, a Florida limited liability company as Trustee under Land Trust No. BCC-2012. He/She is personally known to me or presented as identification and who did not take an oath. Notary Public, State of NOTARY SEAL/ STAMP Print Name Page 22 of 32 66932072;1 Signed, witnessed, executed and acknowledged this day of , 2022. Witnessed by: Printed: Printed: STATE OF ) ss: COUNTY OF ) 700 BRICKELL CITY CENTRE, LLC, a Florida limited liability company Name: Title: The foregoing instrument was acknowledged before me by [ ] physical presence or [ ] online notarization this day of , 2022 by the of 700 BRICKELL CITY CENTRE, LLC, a Florida limited liability company. He/She is personally known to me or presented as identification and who did not take an oath. Notary Public, State of NOTARY SEAL/ STAMP Print Name Page 23 of 32 66932072;1 Exhibit "A" (to Development Agreement) Legal Description of the Amended Property Site 1: Brickell City Centre North LOTS 1 THROUGH 6, THE WEST HALF OF LOT 7, AND LOTS 9-14, BLOCK 1075, OF PATTERSON AND OLIVE SUBDIVISION, ACCORDING TO THE MAP OR PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY RIGHT-OF-WAY DEED RECORDS IN OFFICIAL RECORDS BOOK 26161, PAGE 1547, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA Site 2: Brickell City Centre East PARCEL I: LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, AND 15, IN BLOCK 1065, OF S.L. & J.B. PATTERSON AND J.F. AND B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. LESS: THOSE PORTIONS OF LOTS 1, 9, 10, 11, 12, 13, 14, AND 15, BLOCK 1065, OF THE S.L. & J.B. PATTERSON AND J.F. AND B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT BOOK THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORD OF MIAMI-DADE COUNTY, FLORIDA, LYING IN SECTION 38, TOWNSHIP 54 SOUTH, RANGE 41 EAST, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWEST CORNER OF SAID LOT 9; THENCE RUN NO2° 16' 51" W ALONG THE WESTERLY BOUNDARY OF SAID LOTS 9 AND 1, FOR A DISTANCE OF 299.90 FEET TO THE POINT OF INTERSECTION WITH THE NORTHERLY BOUNDARY OF SAID LOT 1; THENCE RUN N87°47' 15" E ALONG SAID NORTHERLY BOUNDARY OF LOT 1 FOR A DISTANCE OF 30.03 FEET TO A POINT OF CUSP AND CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 25.00 FEET AND A TANGENT BEARING OF S87035'49" W; THENCE TURNING 1800, RUN WESTERLY, SOUTHWESTERLY AND SOUTHERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 90004'06" FOR AN ARC LENGTH OF 39.30 FEET TO A POINT OF TANGENCY ON A LINE THAT IS 5.00 FEET EASTERLY AND PARALLEL WITH THE WESTERLY BOUNDARY OF SAID LOTS 1 AND 9; THENCE RUN Page 24 of 32 66932072;1 S02016' S1" E ALONG SAID LINE THAT IS 5.00 FEET EASTERLY AND PARALLEL TO SAID WESTERLY BOUNDARY OF LOTS 1 AND 9, FOR A DISTANCE OF 234.80 FEET TO THE POINT OF BEGINNING OF A CIRCULAR CURVE CONCAVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 90007'20" FOR AN ARC DISTANCE OF 39.32 FEET TO THE POINT OF TANGENCY AND A POINT ON A LINE THAT IS 15.00 FEET NORTHERLY AND PARALLEL WITH THE SOUTHERLY BOUNDARY OF SAID LOTS 9, 10, 11, 12, 13, 14, AND 15; THENCE RUN N87035'49" E ALONG SAID LINE THAT IS 15.00 FEET NORTHERLY AND PARALLEL TO THE SOUTHERLY BOUNDARY OF LOTS 9, 10, 11, 12, 13, 14, AND 15, FOR A DISTANCE OF 319.95 FEET TO A POINT ON THE EASTERLY BOUNDARY OF SAID LOT 15; THENCE RUN S02016'51" E ALONG SAID EASTERLY BOUNDARY OF SAID LOT 15, FOR A DISTANCE OF 15.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 15; THENCERUN S87035'49" W ALONG SAID SOUTHERLY BOUNDARY OF LOTS 9, 10, 11, 12, 13, 14, AND 15, FOR A DISTANCE OF 350.00 FEET TO THE POINT OF BEGINNING. Site 3: Brickell City Centre West PARCEL I: LOTS 1, 2, 3 IN BLOCK S3S, OF AMENDED PLAT BOOK 38A AND THE NORTH 1/2 OF BLOCK 53S CITY OF MIAMI, ACCORDING TO PLAT THEREOF AS RECORDED IN PLAT BOOK 1, AT PAGE 74, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. AND LOTS 4, 5, 6, 7, 8, 9, 16, 17, 18, 19, 20, 21, 22, 23, AND 24, IN BLOCK 53S, OF MAP OF MIAMI-DADE COUNTY, FLORIDA; LESS THE SOUTH 10 FEET OF THE WEST 55 FEET OF SAID LOT 22 AND LESS THE SOUTH 10.00 FEET OF SAID LOTS 16,17, 19, 20, AND 21. LESS: THAT PORTION OF LOT 22, BLOCK 53S, OF THE MAP OF MIAMI-DADE COUNTY, FLORIDA, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA., AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE POINT OF INTERSECTION OF THE NORTHERLY RIGHT OF WAY LINE OF S.W. 8TH STREET WITH THE WESTERLY RIGHT OF WAY OF S. MIAMI AVENUE AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAPS FOR SECTION 87120-2513; THENCE RUN SOUTH 87042'43" WEST ALONG SAID NORTHERLY RIGHT OF WAY LINE FOR A DISTANCE OF 25 FEET TO THE POINT OF BEGINNING OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST AND HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET AND A TANGENT BEARING OF NORTH 87042'43" EAST; THENCE Page 25 of 32 66932072;1 RUN NORTHEASTERLY, NORTHERLY, AND NORTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 89059'34" FOR A DISTANCE OF 39.27 FEET TO THE POINT OF TANGENCY AND A POINT OF SAID WESTERLY RIGHT OF WAY LINE; THENCE RUN SOUTH 02016'51" EAST ALONG SAID WESTERLY RIGHT OF WAY LINE FOR A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING, PER RIGHT OF WAY DEDICATION, RECORDED IN OFFICIAL RECORDS BOOK 12159, PAGE 482 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL II: THE EAST 50 FEET OF LOTS 10, 11, AND 12 IN BLOCK 53A, AMENDED PLAT OF BLOCKS 38A AND THE NORTH HALF OF BLOCK 53S CITY OF MIAMI, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 1, AT PAGE 74, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL III: THE EAST 50 FEET OF LOTS 13, 14, AND 15, BLOCK 53S, MAP OF MIAMI, DADE COUNTY, FLA., ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS THE SOUTH 10 FEET THEREOF. Site 4: Brickell City Centre One BCC LOT 1, LESS THE EASTERLY 5 FEET THEREOF, BLOCK 106A, OF MARY BRICKELL'S ADDITION TO THE MAP OF MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", PAGE 113, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. TOGETHER WITH: LOTS 2, LESS THE EASTERLY 5 FEET THEREOF, AND ALL OF LOTS 3, 4, 12, 13, BLOCK 106A, OF MARY BRICKELL'S ADDITION TO THE MAP OF MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", PAGE 113, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. TOGETHER WITH: LOTS 14 AND 15, OF BLOCK 106A, OF MARY BRICKELL'S ADDITION TO THE MAP OF MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", PAGE 113, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; Page 26 of 32 66932072;1 LESS AND EXCEPT THEREFROM THAT PART THEREOF CONVEYED TO THE CITY OF MIAMI FOR STREET AND SIDEWALK PURPOSE PURSUANT TO THAT WARRANTY DEED RECORDED IN OFFICIAL RECORDS BOOK 1790, PAGE 604, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND BEING MORE PARTICULARLY THEREIN DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERLY CORNER OF LOT 15, BLOCK 106A, OF THE AMENDED MAP OF BRICKELL'S ADDITION TO THE MAP OF MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", AT PAGE 113, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE RUN SOUTHWARDLY ALONG THE EASTERLY LINE OF LOTS 15 AND 14 OF SAID BLOCK 106A FOR A DISTANCE OF 138 FEET, MORE OR LESS, TO THE SOUTHEASTERLY CORNER OF SAID LOT 14; THENCE RUN WESTWARDLY ALONG THE SOUTHERLY LINE OF SAID LOT 14 FOR A DISTANCE OF 30 FEET TO A POINT; THENCE RUN EASTWARDLY, NORTHEASTWARDLY AND NORTHWARDLY ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 25 FEET, THROUGH A CENTRAL ANGLE OF 89°59'50" WITH AN ARC DISTANCE OF 39.27 FEET TO A POINT OF TANGENCY; THENCE RUN NORTHWARDLY ALONG A LINE 5 FEET WEST OF AND PARALLEL WITH THE EASTERLY LINE OF SAID LOTS 14 AND 15 FOR A DISTANCE OF 113 FEET TO A POINT OF INTERSECTION WITH THE NORTHERLY LINE OF SAID LOT 15; THENCE RUN EASTERLY ALONG THE NORTHERLY LINE OF SAID LOT 15 FOR A DISTANCE OF 5 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. AND TOGETHER WITH: LOTS 5, 6, 8, 8 1/2, 9, 10 AND 11, BLOCK 106A, "AMENDED MAP OF BRICKELLS ADDITION TO THE MAP OF MIAMI", ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK "B", PAGE 113 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA, LESS THEREFROM A PORTION OF THE SOUTH 10 FEET OF SAID LOT 9 (AS DEEDED TO THE CITY OF MIAMI IN OFFICIAL RECORDS BOOK 10551, PAGE 1004, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA), SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHWESTERLY CORNER OF SAID LOT 9, SAID POINT OF BEGINNING BEING ALSO ON THE NORTH RIGHT-OF-WAY LINE OF S.E. 8TH STREET; THENCE, ALONG THE WEST LINE OF SAID LOT 9, N.0°07'30"E. FOR 10.00 FEET TO ITS INTERSECTION WITH THE NORTH BASE BUILDING LINE OF SAID S.E. 8TH STREET; THENCE, ALONG SAID BASE BUILDING LINE, EAST FOR 10.61 FEET TO ITS INTERSECTION WITH THE NORTHWESTERLY EXTENSION OF THE SOUTH LINE OF BLOCK 106A; THENCE, ALONG SAID SOUTH LINE OF SAID BLOCK 106A, 5.74°39'31 "E. FOR 37.80 FEET TO A POINT ON THE NORTHERLY RIGHT-OF-WAY LINE OF SAID S.E. 8TH STREET; THENCE, ALONG SAID RIGHT-OF-WAY LINE AND ALONG THE SOUTH LINE OF SAID LOT 9, WEST FOR 47.08 FEET TO THE POINT OF BEGINNING. Page 27 of 32 66932072;1 Site 5: Brickell City Centre N2 LOTS 1 THROUGH 7, IN BLOCK 108 SOUTH, OF S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 77, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA; LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 11810, PAGE 2274, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Page 28 of 32 66932072;1 EXHIBIT `B" (to Development Agreement) BRICKELL CITY CENTRE SAP REGULATING PLAN AND DESIGN GUIDELINES Original copies of the Brickell City Centre SAP Regulating Plan and the Design Guidelines are on file and available for public review at the Office of the City Clerk, City of Miami, located at 3500 Pan American Drive, Miami, FL 33133. Please refer to File ID 912008 for copies of the amended Brickell City Centre SAP Regulating Plan and the One BCC Signature Office Design Guidelines. These files were approved by the City Commission on September 22, 2022 pursuant to Ordinance No. 14106. Page 29 of 32 66932072;1 Bric_kelI c-I :he Rr., i�rni • � " Asian �j The Capital Grille 1M Fine Gininct • � ;} row ib Baby _ianeCo"=krtail i_�fi e 4 oucel3" 1, oodie Ear • .Liv, � � �+• Friruis market'&Bis r -terDays: ,etn st r ,� � Rea�h Bri�ckell � rM wr„ C►ity •en e ""� ,' Sjbrh St M Nike 13. 1 iekell . on" Miami F Sp`arts near st re. g rod+ e +.Ea Ame r an f i Ilk 1,1 1A Rrickeil r;ity cent ',h•::G{;,. ••cell I� E�Aet S"t.. ayfior A # i �'•} f F'y� Gekko _ �' r 0�e Fipping, i ell Heir 1! Baby mots... shc•pp•in•g mall sw 9th St 110),iest��!ix Super Market atBrickell pillage Fe at 14aI�y rlckellyil_age" .FNaaWy Federal Credit Union ii .o ` ;— r� �F ;a I. II III EXHIBIT "D" (to Development Agreement) INSURANCE REQUIREMENTS BRICKELL CITY CENTRE PROJECT LLC-SWIRE Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Each Occurrence Damage Liability General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required City of Miami listed as an additional insured $1,000,000 $2,000,000 $1,000,000 $1,000,000 Contingent & Contractual Liability Premises & Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability Page 31 of 32 66932072;1 $500,000 for bodily injury caused by an accident, each accident. $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy/Excess Liability (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 B. Endorsements Required City of Miami listed as an additional insured V. Owners & Contractor's Protective Each Occurrence $1,000,000 General Aggregate $1,000,000 City of Miami listed as named insured The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 32 of 32 66932072;1